Last week, I flew out to NYC for a quick turnaround trip and a PLI panel about Reincorporations and Redomestications. It was a part of a two-day program on Mergers & Acquisitions 2026: Advanced Trends and Developments.

Our panel featured Steve Haas from Hunton , Charlotte Newell from Sidley, and Robert Rosenberg from Houlihan Lokey. You can access the panel from PLI’s website.

Both Hunton and Sidley have put out interesting things on corporate law issues that have been on my radar. Charlotte has covered Delaware litigation and has expertise on the current state of play there as Delaware lawyer. Steve recently drafted an article for the American Bar Association: Delaware Supreme Court Establishes Test for Reviewing Reincorporation Decisions.

Although I can’t speak for the other panelists here, I think we all expect that Delaware will remain king of the hill by a substantial margin. There have been some shifts and some companies moving, but Delaware will continue to grow both in terms of overall numbers from private entity formation, public company IPOs, and public companies deciding to move to Delaware from other jurisdictions. Delaware’s overall numbers depend on both DExits and DEntries. Companies sometimes shift their incorporation…

1.  Except as otherwise provided in subsection 2 and the articles of incorporation, a board of directors may authorize and the corporation may make distributions to the holders of any class or series of the capital stock of the corporation, including distributions on shares that are partially paid.

      2.  No distribution may be made if, after giving it effect:

      (a) The corporation would not be able to pay its debts as they become due in the usual course of business; or

      (b) Except

Registration is open for the Spring 2026 series of the Law & Finance (Virtual) Workshop. Please use this form to register.

The Law & Finance Workshop was launched in Spring 2025 by scholars at the University of Miami School of Law to create a space for more frequent discussion of scholarly works-in-progress in the field of law and finance, and to foster community among scholars working in this area. Workshops take place on Fridays from 1pm to 2pm eastern time. Registered participants will receive the draft paper and zoom link one week before each workshop. All interested scholars and practitioners are welcome to participate. 

Nikita Aggarwal, Caroline Bradley, & George Georgiev

(Organizing Committee, 2025-26)

Spring 2026 Workshops (all at 1pm ET) 

Friday, January 30: Mitu Gulati (UVA), Ugo Panizza (Graduate Institute), & Mark Weidemaier (UNC), presenting “Cambodia’s “Dirty” Debts.” 

– John Hurley (former U.S. Treasury) discussing.

Friday, February 13: Natalya Shnitser (Boston College) presenting “Shadow Shareholders.” 

– Jeff Schwartz (Utah) discussing.  

Friday, March 20: Dolan Bortner (Stanford) presenting “Private Inequity: Business Law Solutions for Better PE Healthcare.” 

– Summer Kim (UC Irvine) discussing.

Friday, April 10: Itai Fiegenbaum (St. Thomas) presenting “Hiding in Plain Sight: A Counter-Narrative…

To close the books on 2025 and prepare for a PLI panel tomorrow, I went back and updated my charts for 2025. If you want to see the latest for 2026, we’ve started a more comprehensive list aiming to track all activity, not just moves to Nevada or Texas.

Rough Totals

Overall, my count has 28 announced attempts for Nevada of some kind or another and 8 for Texas. These numbers are a bit imprecise as Eightco shows up on both lists and Liberty Live was a split off to Nevada.

Success v. Failure

Companies looking to shift jurisdictions mostly succeeded. My count has six or seven failed votes for Nevada, one withdrawal for Texas, and whatever we want to classify Solidion as.

I say six or seven failed votes for Nevada because I’m not sure exactly how to count Twin Vee PowerCats now. On December 8, 2025, Twin Vee said that “stockholders . . . approved the reincorporation of Twin Vee from the State of Delaware to the State of Nevada by conversion (the ‘Nevada Reincorporation Proposal’).” But as of January 2026, it’s still a Delaware corporation. The vote totals on the reincorporation proposal were 437,309 in favor…

…

The National Business Law Scholars Conference (NBLSC) will be held on Tuesday and Wednesday, May 26-27, 2026, at UNLV William S. Boyd School of Law in Las Vegas, Nevada. This is the seventeenth meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world. We welcome all scholarly submissions at all stages relating to business law. Junior scholars and those considering entering the academy are especially encouraged to participate.

Please use this form to submit a proposal to present. The deadline for submissions is Friday, April 3, 2026.  A schedule will be circulated in late April or early May.  More information regarding the Conference can be found here: https://law.unlv.edu/national-business-law-scholars-conference-2026

Please contact Eric Chaffee (Eric.Chaffee@case.edu), if you have any questions. If you are interested in sponsorship opportunities, please contact Benjamin Edwards (benjamin.edwards@unlv.edu)

Conference Organizers:
Afra Afsharipour (University of California, Davis, School of Law)
Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (Case Western Reserve University School of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Michael Dorff (UCLA School of Law)
Benjamin Edwards (University of Nevada, Las Vegas Boyd School of Law)
Joan MacLeod…

Nevada’s Commission to Study the Adjudication of Business Law Cases held its second meeting on Friday, last week. As I covered in prior posts, the Commission has deep expertise in Nevada court practice with a significant number of seasoned Nevada litigators. For the Commission’s second meeting, I pulled together a roster of speakers to brief the Commission on a range of relevant issues.

The Commission heard from eight different speakers. I opened us with a quick introduction and review of recent reincorporation data for public companies. You can find the slides I used for that briefing here. I drew from Andrew Verstein’s recent work, The Corporate Census. He recently shared the updated draft in the Harvard Law School Forum on Corporate Governance.

Anthony Rickey of Margrave Law spoke next about the strengths undergirding Delaware’s longstanding dominance. Although he did not use any slides, he covered the core reasons why Delaware’s Chancery Courts are the envy of the world. He also explained that it’s more than just the expert and hard-working Chancellors–it’s an entire ecosystem of court reporters, litigation support services, and others that allows Delaware to hum along at its prodigious pace. Notably, Anthony also served as…